CREDIT AGREEMENTCredit Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • New York
CREDIT AGREEMENT, dated as of August 4, 2017, among CRACKLE PURCHASER CORP., a Delaware corporation (“Holdings”; as hereinafter further defined), CRACKLE MERGER SUB I CORP., a Delaware corporation (“Merger Sub”), which on the Closing Date shall be merged with and into Amplify (with Amplify surviving such merger as the Debt Surviving Company and being renamed WIREPATH LLC, as the “Borrower”; as hereinafter further defined), the Lenders from time to time party hereto, the Letter of Credit Issuers from time to time party hereto and UBS AG, STAMFORD BRANCH, as the Administrative Agent, Collateral Agent and Swingline Lender.
EMPLOYMENT AGREEMENT (TIER II)Employment Agreement • July 20th, 2023 • Snap One Holdings Corp. • Electronic components & accessories • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2023 (the “Effective Date”) by and between Snap One, LLC, a Delaware limited liability company (the “Company”) and Michael Carlet (“Executive”).
AGREEMENT AND PLAN OF MERGER dated as of April 14, 2024, among Resideo Technologies, Inc., POP ACQUISITION INC. and Snap One Holdings Corp.Merger Agreement • April 18th, 2024 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 14, 2024 (this “Agreement”), by and among Resideo Technologies, Inc., a Delaware corporation (“Parent”), Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Snap One Holdings Corp., a Delaware corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
This Indemnification Agreement is dated as of , 2021 (this “Agreement”) and is between Snap One Holdings Corp., a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
INCREMENTAL AGREEMENT NO. 1Incremental Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • New York
CREDIT AGREEMENT, dated as of August 4, 2017, among CRACKLE PURCHASER CORP.LLC (f/k/a Crackle Purchaser Corp.), a Delaware corporation (“Holdings”; as hereinafter further defined), CRACKLE MERGER SUB I CORP., a Delaware corporation (“Merger Sub”), which on the Closing Date shall be merged with and into Amplify (with Amplify surviving such merger as the Debt Surviving Company and being renamed WIREPATH LLC, as the “Borrower”; as hereinafter further defined), the Lenders from time to time party hereto, the Letter of Credit Issuers from time to time party hereto and UBS AG, STAMFORD BRANCH, as the Administrative Agent, Collateral Agent and Swingline Lender.
Execution Version #96765689v8 AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 17, 2023, in respect of the Credit Agreement, dated as of December 8, 2021 (as amended by Incremental Agreement No. 1,...Credit Agreement • April 21st, 2023 • Snap One Holdings Corp. • Electronic components & accessories • New York
August 4, 2017 Michael Carlet Dear Michael: As you know, pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017, between Amplify Holdings LLC, General Atlantic (Amplify) Holdco LLC, General Atlantic (Amplify) LLC, Corporate Purchaser...Rollover Agreement • July 19th, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
This letter agreement serves as an amendment to the offer letter between you and the Company, dated as of October 7, 2014 (the “Offer Letter”) and is conditioned upon the closing of the transactions contemplated by the Merger Agreement (the “Closing”). Should the Closing fail to occur for any reason, this letter shall be null and void ab initio.
PRIVILEGED AND CONFIDENTIAL TAX RECEIVABLE AGREEMENT among SNAP ONE HOLDINGS CORP. and THE PERSONS NAMED HEREIN Dated as of July 27, 2021Tax Receivable Agreement • August 27th, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
ESCROW AGREEMENTEscrow Agreement • July 19th, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is made as of , 2021, by and among Snap One Holdings Corp., a Delaware corporation (the “Company”), H&F Copper Holdings VIII, L.P., a Delaware limited partnership (the “TRA Party Representative”), and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Tax Receivable Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
This Amended and Restated Employment Agreement (this “Agreement”) is made as of August 4, 2017, between WirePath Home Systems, LLC, d/b/a SnapAV, a North Carolina limited liability company (the “Company”), and John Heyman (“Executive”). The Company and Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
SNAP ONE HOLDINGS CORP. STOCKHOLDERS AGREEMENT Dated as of , 2021Stockholders Agreement • July 19th, 2021 • Snap One Holdings Corp. • Electronic components & accessories
This STOCKHOLDERS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is dated as of , 2021, and is entered into by and among:
INCREMENTAL AGREEMENT NO. 3 TO CREDIT AGREEMENTIncremental Agreement to Credit Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
INCREMENTAL AGREEMENT NO. 3 TO CREDIT AGREEMENT, dated as of August 1, 2019 (this “Agreement”), by and among each of the Initial 2019 Incremental Term Loan Lenders (as defined below), the Incremental Revolving Credit Commitment Increase Lender (as defined below), the Borrower (as defined below), each Guarantor as of the date hereof, each Letter of Credit Issuer as of the date hereof, and UBS AG, Stamford Branch (“UBS”), as the Administrative Agent, Collateral Agent and Swingline Lender.
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE SNAP ONE HOLDINGS CORP. 2021 EQUITY INCENTIVE PLANPerformance-Based Restricted Stock Unit Grant Agreement • February 20th, 2024 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
Snap One Holdings Corp., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance-Based Restricted Stock Units (“PSUs”) set forth below. The PSUs are subject to all of the terms and conditions as set forth herein, in the Performance-Based Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
AGREEMENT AND PLAN OF MERGER BY AND AMONG General atlantic (amplify) holdco llc, GENERAL ATLANTIC (AMPLIFY) LLC, amplify holdings LLC, CRACKLE PURCHASER CORP., CRACKLE MERGER SUB I CORP., CRACKLE MERGER SUB II CORP., GA ESCROW, LLC, as the Seller...Merger Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 19, 2017, by and among Crackle Purchaser Corp., a Delaware corporation (“Buyer”), Crackle Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub I”), Crackle Merger Sub II Corp., a Delaware corporation and wholly owned subsidiary of Merger Sub I (“Merger Sub II”, and together with Buyer and Merger Sub I, the “Parent Parties”), General Atlantic (Amplify) Holdco LLC, a Delaware limited liability company (the “Blocker Seller”), General Atlantic (Amplify) LLC, a Delaware limited liability company (the “GA Blocker”), Amplify Holdings LLC, a Delaware limited liability company (the “Company”), GA Escrow, LLC, a Delaware limited liability company, solely in its capacity as the representative of the Blocker Seller and the Merger Participants (as defined below) (the “Seller Representative”) and JWF Rollover, LLC, a North Carolina limited liability company, solely in its capacity as the represe
AMENDMENT AGREEMENTAmendment Agreement • July 2nd, 2021 • Snap One Holdings Corp. • Electronic components & accessories • New York
AMENDMENT AGREEMENT dated as of November 1, 2017 (this “Amendment Agreement”), in respect of that certain Credit Agreement dated as of August 4, 2017 (in effect immediately prior to this Amendment Agreement, the “Credit Agreement”) among Crackle Purchaser Corp., as Holdings (“Holdings”), Wirepath LLC, as Borrower (the “Borrower”), UBS AG, Stamford Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swingline Lender, the lending institutions party thereto from time to time as Lenders and the other parties party thereto from time to time.
Execution Version INCREMENTAL AGREEMENT NO. 1 TO CREDIT AGREEMENT This INCREMENTAL AGREEMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of October 2, 2022 (the “Incremental Agreement Signing Date”), in respect of the Credit Agreement,...Incremental Agreement to Credit Agreement • October 6th, 2022 • Snap One Holdings Corp. • Electronic components & accessories • New York
Snap One, LLCRetention Bonus Agreement • April 18th, 2024 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
As you know, Snap One Holdings Corp. (“Snap”) entered into that certain Agreement and Plan of Merger, dated as of April [ ], 2024, with Resideo Technologies, Inc. (“Buyer”) and Pop Acquisition Inc., a wholly owned subsidiary of Buyer (the “Merger Agreement”) pursuant to which Buyer will acquire Snap (the “Transaction” and the consummation of such Transaction, the “Closing”). To reward you for your dedicated service to Snap One, LLC (the “Company”), the Company is pleased to provide you with a retention bonus opportunity. The terms and conditions of the retention bonus opportunity are discussed below.
SNAP ONE HOLDINGS CORP. STOCKHOLDERS AGREEMENT Dated as of July 27, 2021Stockholders Agreement • August 27th, 2021 • Snap One Holdings Corp. • Electronic components & accessories
